Conversion of Units of the Company; Payment and Exchange; Surviving Entity Sample Clauses

Conversion of Units of the Company; Payment and Exchange; Surviving Entity. (a) At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party, each Unit that is outstanding (other than any Units held by Purchaser, directly or indirectly, including the Vista Blocker Units following the Stock Purchase) shall thereupon be converted into and become the right to receive a portion of the Initial Purchase Price, less the portion of the Initial Purchase Price that constitutes the Blocker Corporation Payment, and less the Sellers’ Representative Expense Fund, as allocated pursuant to Section 2.5(b), subject to adjustment pursuant to Section 2.6(d) and to be paid in accordance with Section 2.2 (the “Merger Consideration”). At the Effective Time, automatically by virtue of the Merger and without any action on the part of any party, each Unit (other than any Units held by Purchaser, directly or indirectly, including the Vista Blocker Units following the Stock Purchase) shall cease to be outstanding, shall be cancelled and shall cease to exist. Each Unit held by Purchaser, directly or indirectly (consisting of the Vista Blocker Units) shall remain as outstanding membership units in the Surviving Entity. Each certificate held by a holder formerly representing any Units (if certificated) and each book-entry Unit, if any, in each case which are cancelled in accordance with this Section 2.5(a), shall thereafter represent only the right to receive payment in accordance with Section 2.5(d) and Section 2.6(d), if applicable.
Sample 1
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Related to Conversion of Units of the Company; Payment and Exchange; Surviving Entity

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Conversion of Merger Sub Stock Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Surviving Corporation.

  • TRANSACTIONS IN CAPITAL STOCK, ORGANIZATION ACCOUNTING Except for the Other Agreements and except as set forth in the Draft Registration Statement, (i) no option, warrant, call, conversion right or commitment of any kind exists which obligates Home or Newco to issue any of their respective authorized but unissued capital stock; and (ii) neither Home nor Newco has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof. Schedule 6.4 also includes complete and accurate copies of all stock option or stock purchase plans, including a list, accurate as of the date hereof, of all outstanding options, warrants or other rights to acquire shares of the stock of Home.

  • Transfer and Exchange of Beneficial Interests in Global Securities The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depository. Beneficial interests in Restricted Global Securities shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Securities shall be transferred or exchanged only for beneficial interests in Global Securities. Transfers and exchanges of beneficial interests in the Global Securities also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

  • Conversion of Securities in the Merger At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:

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